EXOR NV

**Establishing an ESG Board Committee** In May 2021, Exor announced the formation of an ESG Committee which will report to Exor's Board. This is chaired by Ajay Banga with Laurence Debroux and Marc Bolland attending as members. This Committee will oversee Exor's ESG activities at holding company level; will supervise Exor's reporting on ESG issues at holding company level; and will advise Exor on how it should champion progress on ESG through the role it plays within the governance of its companies. [...] **Implementing a Whistleblowing policy** The Code of Conduct includes a whistleblowing policy. This makes clear that all of Exor's employees or collaborators are expected to report any infringement against the Code of Conduct or against legal requirements without fear of retaliation. Concerns can be raised internally with Exor's General Counsel or, if that is not appropriate, to the Chair of Exor's Board or the Chair of the Audit Committee.

The Board reviews and approves the sustainability approach and all the related relevant work-streams at Holding level; the Board also reviews and approves sustainability-related disclosures. Please find below further details on roles and responsibilities concerning the Board and management: \n\n - The ESG Committee assists and supports the Board in carrying out their sustainability governance and oversight responsibilities in Exor itself.\n\n - The Audit Committee reviews and assesses, on an annual basis, the risks and internal controls related to Exor.\n\n - The Compensation Committee reviews Board remuneration, which may also include sustainability considerations.\n\nManagement is responsible for implementing the sustainability approach in Exor and championing its investee companies in making progress on their targets. The Chief Operating Officer ("COO") is the designated lead for sustainability matters in Exor with competences on climate related issues.\n\nWithin Exor, several employees work transversally on sustainability issues at Holding level and on the approach across its investee companies. [...] In order to oversee all relevant sustainability matters, the Board has established the ESG Committee, aimed at providing assistance and support to the Board and granting guidance on the key global sustainability and climate-related issues at Holding level. The ESG Committee is composed of three Non-Executive Directors, appointed by the Board. All members of the ESG Committee, including the chair, have developed a strong experience concerning the portfolio and the sustainability management, including overseeing pathways to Net Zero. The ESG Committee interacts with the management representatives and functions within Exor, in particular with Exor's COO. Furthermore, the ESG Committee advises Exor's management on how it should use its role within the governance of Exor's investee companies to champion progress on sustainability issues and track the progress achieved.\n\nWithin the framework of its role of assistance and support to the Board, the ESG Committee promotes relevant sustainability and climate-related issues as standing items on the agenda of the Board. The ESG Committee meets on a bi-annual basis and has the flexibility to schedule specific meetings when the circumstances require. After each meeting, the ESG Committee updates the Board on the topics discussed.\n\nThe remuneration of Executive Directors and management is subject to Exor achievements, that may include those related to sustainability, and is periodically reviewed by the Compensation Committee which assesses the adequacy of the performance measures used to support sustainable long-term value creation. [...] The Audit Committee monitors the effectiveness of Exor's internal Control and ERM System and, together with Exor's management, performs a thorough exercise to identify and rank the main risks. Exor's risk assessment process consists of four phases: identification, classification, mitigation and reporting. It should be noted that Exor's ERM System is continuously being updated through the incorporation of risks and opportunities arising from the environment in which Exor and the investee companies operate, this includes elements related to sustainability aspects.

The ESG Committee, under the responsibility of the Board of Directors, assists and supports the Board of Directors with its oversight of, amongst others: (i) drawing up the selection criteria and appointment procedures for directors of the Company; (ii) periodic assessment of the size and composition of the Board of Directors and as appropriate making proposals for a composition profile of the Board of Directors; periodic assessment of the performance of individual directors and reporting on this to the Board of Directors; and (iv) proposals for the Board of Directors for the nomination and re-nomination of directors to be elected by the shareholders. The Committee oversees and gives guidance to the Company's Board of Directors on key global sustainability topics and/or as to the general evolution of the sustainability landscape. It does this in relation to the Company itself and also advises the Company representatives on how they can use their roles in the governance of the businesses partially or wholly owned by the Company to champion further progress within those businesses on ESG Matters. [...] The tasks and functions of the ESG Committee are further described in the ESG Committee Charter, which was approved during the Board meeting held on 22 November 2023. The Charter is published on the Exor website (www.exor.com/pages/exor/governance/corporate-regulations)." [...] "Currently, the ESG Committee is chaired by Exor's Chairman, Nitin Nohria, and includes Board members Melissa Bethell and Laurence Debroux. The ESG Committee meets twice a year but has the flexibility to schedule additional meetings when necessary (for instance, in 2024, extra meetings were held regarding the double materiality analysis and the first Sustainability Statement). After each meeting, the ESG Committee updates the Board of Directors on the topics discussed. Meetings can also be held remotely and are considered valid with most members present. Minutes are recorded and confirmed by the Chair and the secretary. In addition to the ESG Committee, other figures and bodies contribute to the oversight of sustainability issues: – The Audit Committee reviews and assesses, on an annual basis, the risks and internal controls. – The Compensation Committee reviews Board remuneration, which may also include sustainability considerations." [...] "Exor encourages its investee companies to set reduction targets for Scope 1 and 2 emissions and measure Scope 3 emissions by sharing best practices as well as supporting and challenging their respective sustainability strategies via its board representation. Investee companies like Philips and Iveco Group have publicly committed to Science Based Targets initiative (SBTi) goals, reinforcing their dedication to emissions reduction and net-zero ambitions. Exor also encourages all of its public investee companies to have robust sustainability governance, adhere to international guidelines, and implement risk evaluation systems to address climate risks. Notable efforts include CNH Industrial and Ferrari's leadership in sustainable practices, Stellantis' expansion in electric vehicles (EVs), and Iveco Group's focus on low-carbon solutions. Exor continues to champion climate action across its portfolio, driving a collective transition towards a sustainable future.

Exor's Board of Directors reviews and approves the ESG approach and relevant workstreams for the holding entity, as well as related disclosures. [...] The ESG Committee assists and supports the Board of Directors in carrying out their ESG governance and oversight responsibilities in Exor itself. [...] The Audit Committee reviews and assesses on an annual basis the risks and internal controls related to Exor. [...] Management is responsible for implementing the ESG approach in Exor and championing the Companies in which it has invested in making progress on their targets. The Chief Operating Officer ("COO") is the designated lead for ESG matters in Exor. [...] Within Exor, there is a transversal group of employees who work on ESG matters at the holding level and on the approach across the Companies in which it has invested. [...] The ESG Committee assists the Board of Directors regarding relevant ESG and climate-related issues and encourages that these topics are a standing item on the agenda of the Board. The ESG Committee meets on a bi-annual basis and has the flexibility to schedule specific meetings when the circumstances require. [...] The remuneration of Executive Directors and management is subject to Exor achievements, that may include those related to ESG, and is periodically reviewed by the Compensation Committee which assesses the adequacy of the performance measures used to support sustainable long-term value creation. [...] The Audit Committee monitors the effectiveness of Exor's internal control and ERM system and, together with Exor's management, performs a thorough exercise for the identification of the main risks and their ranking. Exor's risk assessment process comprises four phases: identification, classification, mitigation and reporting. [...] To fully integrate the TCFD model into Exor's overall risk management, Exor has reviewed the role and approach of the Audit Committee regarding climate-related risks and opportunities. [...] TCFD model strategy directions, including risks and opportunities categories, scenarios selection, time horizons and metrics and models, are being integrated within the Risk Policy and Risk Strategy of the ERM system. Lastly, in 2023 Exor will explore how to formally include in the Risk Identification and Assessment procedures of the ERM system the criteria for assessing climate-related risks and opportunities, calculation methodology and tools.